How to write a consulting agreement

A consulting agreement sets out advice and expertise you sell to a client, billed by the day, the month or the project. The output is often a recommendation, a workshop, or a review, not a website or a film. That is why the paper spends less time on a delivery list and more time on time commitment, fees, expenses, confidentiality and a clear line that the client decides what to do with the advice.

In the UK the same paper is often called a consultancy agreement. The consulting agreement template is built for that shape. If the job is a named piece of making — a site, a brand, a shoot — use a freelancer agreement or a statement of work instead. What goes in a freelance or contractor agreement compares the templates.

A consulting agreement is still a contract. It needs parties, what you will do, what they will pay, and how it ends. How to write a contract is the general page; this one is the consulting version.

Freelance delivery promises a thing: files, a site, a film. Consulting promises time and judgment. The client stays in charge of whether they take the advice. Write that down, or a later reader will treat your memo as a guaranteed outcome.

Useful splits:

• Output. A report, a workshop, a review, a number of days. Not “the rebrand is finished.”
• Decision. You advise; they decide. You are not their employee and you are not their board.
• Time. Days per month, a fixed project, or a retainer. Spell the unit.
• Success. Paid for the work described, not for their revenue going up.

If the engagement is mostly making, do not force it into a consulting wrapper. A website build or graphic design contract will describe deliverables and revisions more honestly.

UK contractors who work through a company should also read IR35 contract clauses checklist. Status is a tax question about the engagement as it is actually run. This page does not decide it.

Write seven blocks. Keep them short.

1. Parties. Legal names, not the trading nickname on the invoice.
2. Services. Topics, and the time: days per month, a project, or named workshops.
3. Fees and expenses. Day rate or monthly fee, when invoices go out, what expenses need pre-approval. See payment terms.
4. Confidentiality. What you will learn inside the business, and for how long. A standing mutual NDA can sit next to this; NDAs explained is the longer note.
5. Ownership. Who owns reports, slide decks and tools you brought with you. IP assignment on payment for new materials; pre-existing materialspre-existing materialsPre-existing materials are tools, libraries or work the supplier already owned, which are licensed for the job rather than handed over.More in the glossary licensed, not assigned.
6. Liability. A cap, and what sits outside it. See How should a freelancer limit liability? and the limitation of liability clause.
7. End. Notice, what is paid for work done, and what happens to confidential information. See termination and How to end a freelance contract.

A statement of work under the agreement is the right place for a single project’s topics and dates, so you are not rewriting the standing terms every quarter.

Name the work in verbs the client will recognise, then cap the time. “Advise on pricing for the new product, one day a week in November” is a service. “Help the business grow” is not.

In England and Wales, a contract for the supply of a service in the course of a business has an implied termimplied termsImplied terms are obligations the law reads into a contract even when the parties did not write them down. In England and Wales they come from statute — for business services, reasonable care and skill under the Supply of Goods and Services Act 1982 s.13 — or from common law where a term is necessary for business efficacy.More in the glossary that the supplier will carry out the service with reasonable care and skill. You do not need to write that sentence for it to exist. You do need to write what the service is, or “reasonable care” has nothing to attach to.

Money terms that actually get used:

• a day rate or a monthly fee, and what a “day” means
• a depositdepositA deposit is money paid up front, before the main work or the final invoice.More in the glossary or monthly prepayment if the diary is reserved
• invoice dates, and a due date such as net 14 or net 30Net 30Net 30 means the client has 30 days from the invoice date to pay.More in the glossary
• expenses that need written approval first
• a right to pause if an invoice is overdue

For a UK business client, statutory interest on late commercial payment is 8% above the Bank of England base rate. We do not print a base-rate figure here because it changes. A contract rate, if you name one, is the rate you point to instead. See Net 30, net 14, on receipt and Client won't pay a freelance invoice.

Example

The Consultant will provide the Services in SchedulescheduleA schedule is an annex to the contract that holds the detail: fees, dates, deliverables, service levels. It is part of the agreement if the main body says so. An order-of-precedence line should say what happens if the schedule and the clauses collide. Swap a schedule only by the variation method the contract names.More in the glossary 1, up to the days set out there, at the day rate in Schedule 1. Invoices are due within 14 days of the invoice date. Reasonable travel booked with the Client’s written approval is billed at cost. The Consultant may pause the Services if an invoice is unpaid 7 days after it is due.

In Plain English: you sell named days at a named rate, they pay in two weeks, travel needs a yes first, and work can stop if they are a week late.

Write two piles. New reports and decks you make for this client can pass on full payment. Frameworks, checklists and tools you brought to the job stay yours and are licensedlicenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary for this engagement only.

Paying the invoice does not, by itself, transfer copyright. An assignmentassignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary needs to be in writing. A licence is permission to use the report, not ownership of your method. If the paper is silent, you still own the copyright in many cases, but the client may argue they had permission to use the thing they paid for. Silence is how a slide deck becomes their sales training without a further fee.

Keep moral-rightsmoral rightsMoral rights are the author’s personal rights in a copyright work: to be identified as author, and not to have the work subjected to derogatory treatment. In the UK they sit in the Copyright, Designs and Patents Act 1988 ss.77–80. They cannot be assigned. They can be waived in writing, signed by the person giving them up, under s.87.More in the glossary and portfolio use as separate sentences if you want to show a redacted case study. Do not rely on a US “work for hirework for hireWork for hire is a phrase, common on US-style papers, meaning the client is treated as the author and owner of the work from the start.More in the glossary” heading to do that work in England and Wales.

If they later want you to implement the advice — to build the site, to run the campaign — that is a new job. Put it on a statement of work or a freelancer agreement, not in a vague “and any related services” line.

On Contracts.io both sides draft, negotiate and e-signe-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary one shared consulting agreement, so the days, the rate and the ownership of reports are the version you both signed. Describe the engagement in a sentence. Lex drafts. You share one link. The client can Accept, Counter or Decline, then both of you e-sign. The other side never pays and does not need an account.

Start from the consulting agreement template, or from the AI contract generator or contract generator. If the first month is a single project, hang a statement of work off the same standing terms.

Free £0, then paid plans from £15 a month — see /pricing.

Try it on contracts.io: describe the advice you sell in one sentence, share the link, and e-sign before the first workshop.